SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of New York, State of New
York, on the 25th day of March, 2004.
VR Heavenly II, Inc.
By: /s/ Jeffrey W. Jones
-----------------------------------------------
Name: Jeffrey W. Jones
Title: Senior Vice President and Principal
Accounting Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Jeffrey W. Jones and Martha Dugan Rehm and each acting alone, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments or supplements to this Registration
Statement and to file the same with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing necessary or appropriate to be done with this
Registration Statement and any amendments or supplements hereto, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Jeffrey W. Jones Senior Vice President, Principal Accounting March 25, 2004
- --------------------------------------- Officer and Director
Jeffrey W. Jones
/s/ Martha Dugan Rehm Senior Vice President and Director March 25, 2004
- ---------------------------------------
Martha Dugan Rehm
II-49
Exhibit 5.1
(LETTERHEAD OF CAHILL GORDON & REINDEL LLP)
March 25, 2004
VAIL RESORTS, INC.
137 Benchmark Road
Avon, Colorado 81620
Re: 6 3/4% Senior Subordinated Notes due 2014 of Vail Resorts,
Inc. and related Guarantees
Ladies and Gentlemen:
We have acted as counsel for Vail Resorts, Inc. (the "Company"), Gillett
Broadcasting, Inc., Rockresorts LLC, Rockresorts Casa Madrona, LLC, Rockresorts
Cheeca, LLC, Rockresorts International, LLC, Rockresorts LaPosada, LLC,
Rockresorts Rosario, LLC, and VA Rancho Mirage Resort, L.P. (collectively, the
"Delaware Guarantors" and, together with the Company, the "Delaware Issuers") in
connection with the Registration Statement on Form S-4 (the "Registration
Statement") filed by the Company, the Delaware Guarantors and the other
subsidiaries of the Company named therein as guarantors (the "Additional
Guarantors" and together with the Delaware Guarantors, the "Guarantors") with
the Securities and Exchange Commission (the "Commission") for registration under
the Securities Act of 1933, as amended (the "Act"), of (i) $390,000,000
aggregate principal amount of 6 3/4% Senior Subordinated Notes due 2014 of the
Company (the "Exchange Notes") and (ii) the unconditional guarantee of the
Exchange Notes (the "Guarantees," and together with the Exchange Notes, the
"Securities") by each of the Guarantors. The Securities will be issued pursuant
to an indenture dated as of January 29, 2004 (the "Indenture"), among the
Company, the Guarantors and The Bank of New York, as trustee, in connection with
the exchange offer set forth in the Registration Statement (the "Exchange
Offer") pursuant to which the Securities will be issued for a like principal
amount of the Company's outstanding 6 3/4% Senior Subordi-
-2-
nated Notes due 2014. Capitalized terms used and not otherwise defined herein
shall have the meanings ascribed to such terms in the Registration Statement.
In connection therewith, we have examined, among other things, originals or
copies, certified or otherwise identified to our satisfaction, of the
Certificates of Incorporation of the Delaware Issuers, resolutions of the Boards
of Directors of the Delaware Issuers with respect to the filing of the
Registration Statement and such other documents as we have deemed necessary or
appropriate for the purpose of rendering this opinion.
In our examination of documents, instruments and other papers, we have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to us as conformed, photostatic or other copies. As to matters of fact, we have
relied upon representations of officers of the Delaware Issuers.
Based upon the foregoing, and subject to the qualifications stated herein,
it is our opinion that:
1. The Exchange Notes have been duly authorized by all necessary corporate
action on the part of the Company and, when executed and delivered in accordance
with the provisions of the Indenture and the Exchange Offer (assuming due
authorization, execution and delivery of the Indenture by the Trustee and due
authentication and delivery of the Exchange Notes by the Trustee in accordance
with the Indenture), will be entitled to the benefits of the Indenture and will
be legal, valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, (x) subject to (A) applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws now or hereafter in effect affecting creditors' rights and
remedies generally and (B) general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity) and (y) except that
the waiver contained in Section 4.07 of the Indenture may be deemed
unenforceable.
2. The guarantees of the Exchange Notes have been duly, authorized by each
of the Delaware Guarantors and, when issued and delivered by such Delaware
Guarantors and upon the due authentication and issuance of the Exchange Notes in
accordance with the Indenture and the Exchange Offer (assuming due
authorization, execution and delivery of the Indenture by the Trustee and due
authentication and delivery of the Exchange Notes by the Trustee in accordance
with the Indenture), will be legal, valid and binding obligations of the
Delaware Guarantors, enforceable against each of the Delaware Guarantors in
accordance with their terms, (x) subject to (A) applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other similar
laws now or hereafter in effect affecting creditors' rights and remedies
generally and (B) general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing
-3-
(regardless of whether enforcement is sought in a proceeding at law or in
equity) and (y) except that the waiver contained in Section 4.07 of the
Indenture may be deemed unenforceable.
We are attorneys admitted to practice in the State of New York. We express
no opinion concerning the laws of any jurisdiction other than the laws of the
State of New York, the Delaware General Corporation Law and the Federal laws of
the United States of America.
We hereby consent to the reference to our firm in the Registration
Statement under the caption "Legal Matters," and to the inclusion of this
opinion as an exhibit to the Registration Statement. Our consent to such
reference does not constitute a consent pursuant to Section 7(a) of the
Securities Act and in consenting to such reference we have not certified any
part of the Registration Statement and do not otherwise come within the
categories of persons whose consent is required under Section 7(a) or under the
rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Cahill Gordon & Reindel LLP
Exhibit 5.2
[Letterhead of Vail Resorts, Inc.]
March 25, 2004
VAIL RESORTS, INC.
137 Benchmark Road
Avon, Colorado 81620
Re: 6 3/4% Senior Subordinated Notes due 2014 of Vail Resorts, Inc.
and related Guarantees
Ladies and Gentlemen:
I am General Counsel for Vail Resorts, Inc. (the "Company") and the
guarantors listed on Exhibit I hereto (collectively, the "Guarantors" and,
together with the Company, the "Issuers") in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by, among others, the
Company and the Guarantors with the Securities and Exchange Commission (the
"Commission") for registration under the Securities Act of 1933, as amended (the
"Act"), of (i) up to $390,000,000 aggregate principal amount of 6 3/4% Senior
Subordinated Notes due 2014 of the Company (the "Exchange Notes"), and (ii) the
Guarantors' unconditional guarantee of the Exchange Notes (the "Guarantees," and
together with the Exchange Notes, the "Securities"). The Securities will be
issued pursuant to an indenture dated as of January 29, 2004 (the "Indenture"),
between the Company, the Guarantors and The Bank of New York, as trustee, in
connection with the exchange offer (the "Exchange Offer") pursuant to which the
Securities will be issued for a like principal amount of the Company's
outstanding 6 3/4% Senior Subordinated Notes due 2014 (the "Initial Notes").
Capitalized terms used and not otherwise defined herein shall have the meanings
ascribed to such terms in the Registration Statement.
In connection therewith, I have examined, among other things, originals or
copies, certified or otherwise identified to my satisfaction, of the
Certificates of Incorporation of the Issuers, resolutions of the Boards of
Directors of the Issuers with respect to the filing of the Registration
Statement and such other documents as I have deemed necessary or appropriate for
the purpose of rendering this opinion.
In my examination of documents, instruments and other papers, I have
assumed the genuineness of all signatures on original and certified documents
and the conformity to original and certified documents of all copies submitted
to me as conformed, photostatic or other copies. As to matters of fact, I have
relied upon representations of officers of the Issuers.
I am admitted to the Bar of the State of Colorado. I express no opinion as
to the laws of any jurisdiction other than the laws of the State of Colorado and
the Federal laws of the United States of America. With respect to The Village at
Breckenridge Acquisition Corp., Inc. and Property Management Acquisition Corp.,
Inc., for all purposes hereunder I have assumed that Tennessee law is identical
to Colorado law. With respect to Rockresorts
Equinox, Inc., for all purposes hereunder I have assumed that Vermont law is
identical to Colorado law. With respect to Grand Teton Lodge Company, Jackson
Hole Golf and Tennis Club, Inc., JHL&S LLC, Rockresorts Wyoming, LLC and Teton
Hospitality Services, Inc., for all purposes hereunder I have assumed that
Wyoming law is identical to Colorado law. With respect to Heavenly Valley,
Limited Partnership, for all purposes hereunder I have assumed that Nevada law
is identical to Colorado law.
Based upon the foregoing, and subject to the qualifications stated herein,
it is our opinion that:
(i) The Exchange Notes have been duly authorized for issuance by the
Company and, when duly executed, authenticated and delivered in exchange for the
Initial Notes in accordance with the terms of the Exchange Offer and the
Indenture as contemplated by the Registration Statement, will constitute valid
and legally binding obligations of the Company, entitled to the benefits of the
Indenture and enforceable against the Company in accordance with their terms
except that the enforcement thereof may be subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights generally and (ii)
general principles of equity and the discretion of the court before which any
proceeding therefor may be brought.
(ii) The Guarantees of the Guarantors have been duly authorized by the
Guarantors and, when the Exchange Notes have been duly executed, authenticated
and delivered in accordance with the terms of the Exchange Offer and the
Indenture as contemplated by the Registration Statement and the Guarantees of
the Guarantors have been duly executed and delivered, the Guarantees of the
Guarantors will constitute valid and legally binding obligations of the
Guarantors, entitled to the benefits of the Indenture and enforceable against
the Guarantors in accordance with their terms except that the enforcement
thereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally and (ii) general principles of equity and the
discretion of the court before which any proceeding therefor may be brought.
I hereby consent to any reference required by law to the undersigned as the
Company's general or legal counsel in the Registration Statement under the
caption "Legal Matters," and to the inclusion of this opinion as an exhibit to
the Registration Statement. My consent to such reference does not constitute a
consent under Section 7 of the Securities Act and in consenting to such
reference I have not certified any part of the Registration Statement and do not
otherwise come within the categories of persons whose consent is required under
Section 7 or under the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Martha Dugan Rehm
Senior Vice President and
General Counsel
-2-
EXHIBIT I
Beaver Creek Associates, Inc.
Beaver Creek Consultants, Inc.
Beaver Creek Food Services, Inc.
Breckenridge Resort Properties, Inc.
Complete Telecommunications, Inc.
Gillett Broadcasting, Inc.
Grand Teton Lodge Company
Heavenly Valley, Limited Partnership
Jackson Hole Golf and Tennis Club, Inc.
JHL&S LLC
Keystone Conference Services, Inc.
Keystone Development Sales, Inc.
Keystone Food and Beverage Company
Keystone Resort Property Management Company
Lodge Properties, Inc.
Lodge Realty, Inc.
Property Management Acquisition Corp., Inc.
Rockresorts, LLC
Rockresorts Casa Madrona, LLC
Rockresorts Cheeca, LLC
Rockresorts Equinox, Inc.
Rockresorts International, LLC
Rockresorts LaPosada, LLC
Rockresorts Rosario, LLC
Rockresorts Wyoming, Inc.
Teton Hospitality Services, Inc.
The Vail Corporation
The Village at Breckenridge Acquisition Corp., Inc.
Vail Associates Holdings, Ltd.
Vail Associates Real Estate, Inc.
Vail Food Services, Inc.
Vail Holdings, Inc.
Vail Resorts Development Company
Vail Summit Resorts, Inc.
Vail Trademarks, Inc.
Vail/Arrowhead, Inc.
Vail/Beaver Creek Resort Properties, Inc.
VAMHC, Inc.
Vail RR, Inc.
VA Rancho Mirage I, Inc.
VA Rancho Mirage II, Inc.
VA Rancho Mirage Resort, L.P.
VR Heavenly I, Inc.
VR Heavenly II, Inc.
Exhibit 12.1
Vail Resorts, Inc.
Computation of Pro-Forma Ratio of Earnings to Fixed Charges
(in thousands, except ratio amounts)
Year Ended July 31, Six Months Ended
January 31,
Pro-Forma Pro-Forma
1999 2000 2001 2002 2003 2003 2003 2004 2004
Fixed Charges:
Interest Expensed(1) 25,149 35,047 31,735 38,788 50,001 43,372 24,714 26,266 23,070
Loss on Extinguishmen
of Debt - - - - - - - 36,195 -
Interest Capitalized 200 1,100 1,658 2,138 1,205 1,205 415 - -
Estimated Interest
Component of Rent Expense 3,795 6,633 7,557 5,082 7,425 7,425 3,135 3,245 3,245
Total Fixed Charges 29,144 42,780 40,950 46,008 58,631 52,002 28,264 65,706 26,315
Income/(Loss) from Operations
Before Income Taxes: 14,240 18,581 22,360 15,601 (14,005) (7,376) (14,217) (50,832) (11,441)
Add:
Minority Interest in
Consolidated Subsidiaries 1,448 713 785 569 1,064 1,064 319 2,003 2,003
Fixed Charges 29,144 42,780 40,950 46,008 58,631 52,002 28,264 65,706 26,315
Distributed Income from
Equity Method Investees(2) 2,223 5,156 10,793 4,997 3,120 3,120 758 17,592 17,592
Amortization of Interest
Capitalized 47 120 208 331 411 411 205 206 206
Subtract:
Equity Income/(Losses) 9,233 5,034 6,775 4,435 (1,024) (1,024) 2,101 (2,180) (2,180)
Minority Interest in
Pre-tax Income of
Subsidiaries that have not
Incurred Fixed Charges - - 6 4 (1) (1) (3) (782) (782)
Interest Capitalized 200 1,100 1,658 2,138 1,205 1,205 415 - -
Adjusted Earnings 37,669 61,216 66,657 60,929 49,041 49,041 12,816 37,637 37,637
Ratio of Earnings to
Fixed Charges 1.29 1.43 1.63 1.32 - - - - 1.43
Deficiency of Earnings
to Fixed Charges - - - - 9,590 2,961 15,448 28,069 -
1 Interest Expensed includes Amortization of Deferred Financing Costs and
Amortization of Discount on Debt Issuance
2 Distributed Income from Equity Method Investees includes a $16.2 million
non-cash distribution for the six months ended January 31, 2004
Exhibit 23.1(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Vail Resorts, Inc. of our report dated November 11,
2003 relating to the financial statements and financial statement schedule,
which appears in Vail Resorts, Inc.'s Annual Report on Form 10-K for the year
ended July 31, 2003. We also consent to the references to us under the heading
"Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
March 25, 2004
Exhibit 23.1(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Vail Resorts, Inc. of our report dated July 26, 2002
relating to the financial statements of Keystone/Intrawest, L.L.C., which
appears in Vail Resorts, Inc.'s Annual Report on Form 10-K for the year ended
July 31, 2003. We also consent to the references to us under the heading
"Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
March 25, 2004
Exhibit 24.1
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Jeffrey W. Jones and Martha D. Rehm and each acting alone, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign the Registration Statement on Form S-4 of Vail Resorts, Inc.
registering debt securities and to sign any or all amendments (including
post-effective amendments) or supplements thereto and to file the same with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
necessary or appropriate to be done with the Registration Statement and any
amendments (including post-effective amendments) or supplements thereto, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Frank Biondi Director March 25, 2004
- --------------------------
Frank Biondi
/s/ John J. Hannan Director March 25, 2004
- --------------------------
John J. Hannan
/s/ John R. Hauge Director March 25, 2004
- --------------------------
John R. Hauge
/s/ Roland A. Hernandez Director March 25, 2004
- --------------------------
Roland A. Hernandez
/s/ Robert A. Katz Director March 25, 2004
- --------------------------
Robert A. Katz
/s/ Thomas H. Lee Director March 25, 2004
- --------------------------
Thomas H. Lee
/s/ William L. Mack Director March 25, 2004
- --------------------------
William L. Mack
/s/ Joe R. Micheletto Director March 25, 2004
- --------------------------
Joe R. Micheletto
/s/ John F. Sorte Director March 25, 2004
- --------------------------
John F. Sorte
/s/ William P. Stiritz Director March 25, 2004
- --------------------------
William P. Stiritz
/s/ James S. Tisch Director March 25, 2004
- --------------------------
James S. Tisch
Exhibit 25.1
FORM T-1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
__________________
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) _______
__________________
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip Code)
__________________
Vail Resorts, Inc.
(Exact name of each obligor as specified in its charter)
Delaware 51-0291762
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
-2-
Beaver Creek Associates, Inc.
Exact name of each obligor as specified in its charter)
Colorado 84-0677537
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Beaver Creek Consultants, Inc.
Exact name of each obligor as specified in its charter)
Colorado 84-0760348
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Beaver Creek Food Services, Inc.
Exact name of each obligor as specified in its charter)
Colorado 84-0815288
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Breckenridge Resort Properties, Inc.
(Exact name of each obligor as specified in its charter)
Colorado N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Complete Telecommunications, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 84-1533678
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
-3-
Gillett Broadcasting, Inc.
(Exact name of each obligor as specified in its charter)
Delaware 37-0920781
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Grand Teton Lodge Company
(Exact name of each obligor as specified in its charter)
Wyoming 83-0161154
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Heavenly Valley, Limited Partnership
(Exact name of each obligor as specified in its charter)
Nevada 84-0266125
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Jackson Hole Golf and Tennis Club, Inc.
(Exact name of each obligor as specified in its charter)
Wyoming N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
JHL&S LLC
(Exact name of each obligor as specified in its charter)
Wyoming 83-0332983
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
-4-
Keystone Conference Services, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 84-1075280
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Keystone Development Sales, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 43-1463384
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Keystone Food and Beverage Company
(Exact name of each obligor as specified in its charter)
Colorado 84-0678950
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Keystone Resort Property Management Company
(Exact name of each obligor as specified in its charter)
Colorado 84-0705922
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Lodge Properties, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 84-0607010
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Lodge Realty, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 13-3051423
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
-5-
Property Management Acquisition Corp., Inc.
(Exact name of each obligor as specified in its charter)
Tennessee 62-1634422
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Rockresorts Casa Madrona, LLC
(Exact name of each obligor as specified in its charter)
Delaware 84-1606603
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Rockresorts Cheeca, LLC
(Exact name of each obligor as specified in its charter)
Delaware 84-1606605
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Rockresorts Equinox, Inc.
(Exact name of each obligor as specified in its charter)
Vermont 06-1634157
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
-6-
Rockresorts International, LLC
(Exact name of each obligor as specified in its charter)
Delaware 84-1606606
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Rockresorts LaPosada, LLC
(Exact name of each obligor as specified in its charter)
Delaware 84-1606604
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Rockresorts, LLC
(Exact name of each obligor as specified in its charter)
Delaware 75-2829919
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Rockresorts Rosario, LLC
(Exact name of each obligor as specified in its charter)
Delaware 84-1606602
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Rockresorts Wyoming, LLC
(Exact name of each obligor as specified in its charter)
Wyoming 86-1076452
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
-7-
Teton Hospitality Services, Inc.
(Exact name of each obligor as specified in its charter)
Wyoming 83-0332998
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
The Vail Corporation
(Exact name of each obligor as specified in its charter)
Colorado 84-0601461
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
The Village at Breckenridge Acquisition Corp., Inc.
(Exact name of each obligor as specified in its charter)
Tennessee 62-1633660
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Vail Associates Holdings, Ltd.
(Exact name of each obligor as specified in its charter)
Colorado 84-1214955
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Vail Associates Real Estate, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 84-1013094
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
-8-
Vail Food Services, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 84-0596378
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Vail Holdings, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 84-0568230
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Vail Resorts Development Company
(Exact name of each obligor as specified in its charter)
Colorado 84-1242948
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Vail Summit Resorts, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 43-1273996
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Vail Trademarks, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 84-1253320
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
-9-
Vail/Arrowhead, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 84-1253319
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Vail/Beaver Creek Resort Properties, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 52-1479879
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
VAMHC, Inc.
(Exact name of each obligor as specified in its charter)
Colorado N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
Vail RR, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 84-1606210
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
VA Rancho Mirage I, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 84-1606209
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
-10-
VA Rancho Mirage II, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 84-1606208
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
VA Rancho Mirage Resort, L.P.
(Exact name of each obligor as specified in its charter)
Delaware 78-2578150
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
VR Heavenly I, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 33-1039478
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
__________________
-11-
VR Heavenly II, Inc.
(Exact name of each obligor as specified in its charter)
Colorado 33-1039481
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
137 Benchmark Road 8160
Avon, Colorado (Zip Code)
(970) 845-2500
(Address and telephone number of obligor's principal executive offices)
__________________
6 3/4% Senior Subordinated Notes due 2014
(Title of the indenture securities)
================================================================================
1. General information. Furnish the following information as to the Trustee:
(a) Name and address of each examining or supervising authority to which
it is subject.
- ----------------------------------------- --------------------------------------
Name Address
- ----------------------------------------- --------------------------------------
Superintendent of Banks of the 2 Rector Street,
State of New York New York, N.Y. 10006, and
Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza,
New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None
16. List of Exhibits.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 and rule 24 of the Commission's
Rules of Practice.
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1,
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)
-2-
4. A copy of the existing By-Laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019).
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No.
33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or examining
authority.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
The Bank of New York, a corporation organized and existing under the laws of the
State of New York, has duly caused this statement of eligibility to be signed on
its behalf by the undersigned, thereunto duly authorized, all in the City of New
York, and State of New York, on the 19th day of March, 2004.
THE BANK OF NEW YORK
By: /s/Cynthia Chaney
------------------------------
Cynthia Chaney
Authorized Signer
Attorney-in-Fact
EXHIBIT 7
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
2003, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts
ASSETS In Thousands Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $3,752,987
Interest-bearing balances........................... 7,153,561
Securities:
Held-to-maturity securities......................... 260,388
Available-for-sale securities....................... 21,587,862
Federal funds sold and securities purchased under
agreements to resell................................
Federal funds sold in domestic offices.............. 165,000
Securities purchased under agreements to
resell............................................. 2,804,315
Loans and lease financing receivables:
Loans and leases held for sale..................... 557,358
Loans and leases, net of unearned
income........................................... 36,255,119
LESS: Allowance for loan and
lease losses..................................... 664,233
Loans and leases, net of unearned
income and allowance.............................. 35,590,886
Trading Assets......................................... 4,892,480
Premises and fixed assets (including capitalized
leases)............................................. 926,789
Other real estate owned................................ 409
Investments in unconsolidated subsidiaries and
associated companies................................ 277,788
Customers' liability to this bank on acceptances
outstanding......................................... 144,025
-2-
Intangible assets......................................
Goodwill............................................ 2,635,322
Other intangible assets............................. 781,009
Other assets........................................... 7,727,722
-----------
Total assets........................................... $89,257,901
===========
LIABILITIES
Deposits:
In domestic offices................................. $33,763,250
Noninterest-bearing................................. 14,511,050
Interest-bearing.................................... 19,252,200
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 22,980,400
Noninterest-bearing................................. 341,376
Interest-bearing.................................... 22,639,024
Federal funds purchased and securities sold under
agreements to repurchase..........................
Federal funds purchased in domestic
offices........................................... 545,681
Securities sold under agreements to
repurchase........................................ 695,658
Trading liabilities.................................... 2,338,897
Other borrowed money:
(includes mortgage indebtedness and obligations
under capitalized leases)....... 11,078,363
Bank's liability on acceptances executed and
outstanding......................................... 145,615
Subordinated notes and debentures...................... 2,408,665
Other liabilities...................................... 6,441,088
-----------
Total liabilities...................................... $80,397,617
===========
Minority interest in consolidated
subsidiaries........................................ 640,126
EQUITY CAPITAL
Perpetual preferred stock and related
surplus............................................. 0
Common stock........................................... 1,135,284
Surplus................................................ 2,077,255
Retained earnings...................................... 4,955,319
Accumulated other comprehensive income................. 52,300
Other equity capital components........................ 0
Total equity capital................................... 8,220,158
-----------
Total liabilities minority interest and equity capital. $89,257,901
===========
-3-
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.
Thomas J. Mastro,
Senior Vice President and Comptroller
We, the undersigned directors, attest to the correctness of this statement
of resources and liabilities. We declare that it has been examined by us, and to
the best of our knowledge and belief has been prepared in conformance with the
instructions and is true and correct.
Thomas A. Renyi
Gerald L. Hassell
Alan R. Griffith Directors
- --------------------------------------------------------------------------------
Exhibit 99.1
LETTER OF TRANSMITTAL
Vail Resorts, Inc.
OFFER TO EXCHANGE ITS 6 3/4% SENIOR SUBORDINATED NOTES DUE 2014, WHICH
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY
AND ALL OF ITS ISSUED AND OUTSTANDING 6 3/4% SENIOR SUBORDINATED NOTES DUE 2014
PURSUANT TO THE PROSPECTUS, DATED [ ], 2004
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ], 2004,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
The Bank of New York, as Exchange Agent
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street - 7 East
New York, NY 10286
Attention: Giselle Guadalupe
By Facsimile:
(212) 298-1915
Confirm by Telephone:
(212) 815-6331
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions other than as set forth above, will not constitute
a valid delivery.
The undersigned acknowledges that he or she has received and reviewed the
Prospectus, dated [ ], 2004 (the "Prospectus"), of Vail Resorts, Inc., a company
organized under the laws of Delaware, and this Letter of Transmittal (the
"Letter of Transmittal"), which together constitute the Company's offer (the
"Exchange Offer") to exchange up to $390,000,000 aggregate principal amount of
the Company's 6 3/4% Senior Subordinated Notes Due 2014 (the "Exchange Notes"),
which have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of the Company's issued and
outstanding 6 3/4% Senior Subordinated Notes Due 2014 (the "Outstanding Notes"),
which have not been so registered.
For each Outstanding Note accepted for exchange, the registered holder of
such Outstanding Note (collectively with all other registered holders of
Outstanding Notes, the "Holders") will receive an Exchange Note having a
principal amount equal to that of the surrendered Outstanding Note. Registered
holders of Exchange Notes on the relevant record date for the first interest
payment date following the consummation of the Exchange Offer will receive
interest accruing from the most recent date to which interest has been paid or,
if no interest has been paid, from January 29, 2004. Outstanding Notes accepted
for exchange will cease to accrue interest from and after the date of
consummation of the Exchange Offer. Accordingly, Holders whose Outstanding Notes
are accepted for exchange will not receive any payment in respect of accrued
interest on such Outstanding Notes otherwise payable on any interest payment
date the record date for which occurs on or after consummation of the Exchange
Offer.
This Letter of Transmittal is to be completed by a Holder of Outstanding
Notes if either certificates for such Outstanding Notes are available to be
forwarded herewith or if a tender is made pursuant to the guaranteed delivery
procedures in the section of the Prospectus entitled "The Exchange
Offer--Guaranteed Delivery Procedures." Delivery of documents to DTC does not
constitute delivery to the Exchange Agent.
Holders that are tendering by book-entry transfer to the Exchange Agent's
account at DTC can execute the tender through ATOP for which the Exchange Offer
will be eligible. DTC participants that are accepting the Exchange Offer must
transmit their acceptance to DTC, which will verify the acceptance and execute a
book-entry delivery to the Exchange Agent's account at DTC. DTC will then send
an agent's message forming part of a book-entry transfer in which the
participant agrees to be bound by the terms of the Letter of Transmittal (an
"Agent's Message") to the Exchange Agent for its acceptance. Transmission of the
Agent's Message by DTC will satisfy the terms of the Exchange Offer as to
execution and delivery of a Letter of Transmittal by the participant identified
in the Agent's Message.
The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Outstanding Notes indicated below. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Outstanding Notes as are
being tendered hereby.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Outstanding
Notes tendered hereby and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Company. The undersigned hereby further represents that any Exchange Notes
acquired in exchange for Outstanding Notes tendered hereby will have been
acquired in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is the undersigned, that neither the
Holder of such Outstanding Notes nor any such other person has an arrangement or
understanding with any person to participate in a distribution of such Exchange
Notes and that neither the Holder of such Outstanding Notes nor any such other
person is an "affiliate" (as defined in Rule 405 under the Securities Act) of
the Company.
The undersigned also acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Outstanding Notes may be offered for resale, resold and
otherwise transferred by a Holder thereof (other than a Holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act) without compliance with the registration and prospectus delivery provisions
of the Securities Act, provided that such Exchange Notes are acquired in the
ordinary course of such Holder's business and such Holder has no arrangement
with any person to participate in a distribution of such Exchange Notes.
However, the SEC has not considered the Exchange Offer in the context of a
no-action letter and there can be no assurance that the staff of the SEC would
make a similar determination with respect to the Exchange Offer as in other
circumstances. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of Exchange Notes and has no arrangement or understanding to
participate in a distribution of Exchange Notes. If any Holder is an affiliate
of the Company, is engaged in or intends to engage in, or has any arrangement or
understanding with any person to participate in, a distribution of the Exchange
Notes to be acquired pursuant to the Exchange Offer, such Holder could not rely
on the applicable interpretations of the staff of the SEC and must comply with
the registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction. If the undersigned is a broker-dealer
that will receive Exchange Notes for its own account in exchange for Outstanding
Notes that were acquired as a result of market-making activities or other
trading activities, it acknowledges that it will deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Notes. However, by so acknowledging and by delivering a prospectus, the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Outstanding Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter of Transmittal and
every obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees in bankruptcy
and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer--Withdrawal Rights" section of the Prospectus.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" herein, please issue the Exchange Notes (and, if applicable,
substitute certificates representing Outstanding Notes for any Outstanding Notes
not exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Outstanding Notes, please credit the account indicated below
maintained at DTC. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" herein, please send the Exchange Notes (and, if
applicable, substitute certificates representing Outstanding Notes for any
Outstanding Notes not exchanged) to the undersigned at the address shown in the
box herein entitled "Description of Outstanding Notes Delivered."
THE UNDERSIGNED, BY COMPLETING THE BOX BELOW ENTITLED "DESCRIPTION OF
OUTSTANDING NOTES DELIVERED" AND SIGNING THIS LETTER, WILL BE DEEMED TO
HAVE TENDERED OUTSTANDING NOTES AS SET FORTH IN SUCH BOX.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of Outstanding Notes should be listed on a separate signed
schedule affixed hereto.
- -------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF OUTSTANDING NOTES DELIVERED
- -------------------------------------------------------------------------------------------------------------------
Name(s) and Address of Registered Holder(s) Aggregate Principal Amount
(Please fill-in, if blank) Certificate Number(s) Principal Amount Tendered*
- ------------------------------------------------ ------------------------- -------------------- -------------------
- ------------------------------------------------ ------------------------- -------------------- -------------------
- ------------------------------------------------ ------------------------- -------------------- -------------------
- ------------------------------------------------ ------------------------- -------------------- -------------------
- ------------------------------------------------ ------------------------- -------------------- -------------------
- ------------------------------------------------ ------------------------- -------------------- -------------------
- ------------------------------------------------ ------------------------- -------------------- -------------------
- ------------------------------------------------ ------------------------- -------------------- -------------------
Totals:
- ------------------------------------------------ ------------------------- -------------------- -------------------
* Unless otherwise indicated in this column, a holder will be deemed to have
tendered ALL of the Outstanding Notes represented by the listed
certificates. See Instruction 2. Outstanding Notes tendered hereby must be
in denominations of principal amount of $1,000 and any integral multiple
thereof. See Instruction 1.
/ / CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH:
/ / CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING (FOR USE BY
ELIGIBLE INSTITUTIONS ONLY):
Name of Registered Holder__________________________________________________
Window Ticket Number (if any)______________________________________________
Date of Execution of Notice of Guaranteed Delivery_________________________
Name of Institution Which Guaranteed Delivery______________________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO. (UNLESS
OTHERWISE SPECIFIED, 10 ADDITIONAL COPIES WILL BE FURNISHED.)
Name_____________________________________________________________________
Address__________________________________________________________________
- -------------------------------------------------------- -----------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4) (See Instructions 3 and 4)
To be completed ONLY if certificates for To be completed ONLY if certificates for
Outstanding Notes not exchanged and/or Exchange Notes Outstanding Notes not exchanged and/or Exchange
are to be issued in the name of someone other than the Notes are to be sent to someone other than the
person or persons whose signature(s) appear(s) on this person or persons whose signature(s) appear(s) on
Letter of Transmittal below or if Outstanding Notes this Letter of Transmittal below or to such person
delivered by book-entry transfer which are not or persons at an address other than shown in the
accepted for exchange are to be returned by credit to box entitled "Description of Outstanding Notes
an account maintained at DTC other than the account Delivered" on this Letter of Transmittal above.
indicated above.
Issue Exchange Notes and/or Outstanding Notes to: Mail Exchange Notes and/or Outstanding Notes to:
Name: _______________________________________________ Name:______________________________________________
(Please Type or Print) (Please Type or Print)
Address:_____________________________________________ Address:___________________________________________
_____________________________________________ ___________________________________________
(Zip Code) (Zip Code)
/ / Credit unexchanged Outstanding Notes delivered
by book-entry transfer to the DTC account set
forth below.
_____________________________________________________
(Book-Entry Transfer Facility Account)
- -------------------------------------------------------- -----------------------------------------------------
IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
HEREOF (TOGETHER WITH THE CERTIFICATES FOR OUTSTANDING NOTES OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
ANY BOX ABOVE
PLEASE SIGN HERE
(All Tendering Holders Must Complete This Letter of Transmittal
And The Accompanying Substitute Form W-9)
Dated:_____________________, 2004
X_______________________________________________________________________________
X_______________________________________________________________________________
(Signature(s)
Area Code and Telephone Number:_________________________________________________
If a holder is tendering any Outstanding Notes, this letter must be signed by
the Holder(s) as the name(s) appear(s) on the certificate(s) for the Outstanding
Notes or by any person(s) authorized to become Holder(s) by endorsements and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, officer or other person acting in a fiduciary or
representative capacity, please set forth full title. See Instruction 3.
Name:___________________________________________________________________________
________________________________________________________________________________
(Please Type or Print)
Capacity (full title):__________________________________________________________
Address:________________________________________________________________________
________________________________________________________________________________
Telephone:______________________________________________________________________
SIGNATURE GUARANTEE (If required by Instruction 3)
Signature(s) Guarantees by an Eligible Institution:_____________________________
(Authorized Signature)
________________________________________________________________________________
(Title)
________________________________________________________________________________
(Name and Firm)
Dated:_______________________________, 2004
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE
THE 6 3/4% SENIOR SUBORDINATED NOTES DUE 2014 OF VAIL RESORTS, INC., WHICH HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL
OF THE ISSUED AND OUTSTANDING 6 3/4% SENIOR SUBORDINATED NOTES DUE 2014 OF
VAIL RESORTS, INC.
1. Delivery Of This Letter And Outstanding Notes; Guaranteed Delivery
Procedures.
This Letter of Transmittal is to be completed by Holders of Outstanding
Notes if certificates are to be forwarded herewith. Certificates for all
physically tendered Outstanding Notes, as well as a properly completed and duly
executed Letter of Transmittal (or a manually signed facsimile hereof) and any
other documents required by this Letter of Transmittal, must be received by the
Exchange Agent at the address set forth herein on or prior to the Expiration
Date, or the tendering holder must comply with the guaranteed delivery
procedures set forth below. Outstanding Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.
Holders who tender their Outstanding Notes using the DTC ATOP procedures need
not submit this Letter of Transmittal.
Holders whose certificates for Outstanding Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent on or prior to the Expiration Date, or who
cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Outstanding Notes pursuant to the guaranteed delivery procedures
set forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made by or
through an Eligible Institution, (ii) prior to the Expiration Date, the Exchange
Agent must receive from such Eligible Institution a properly completed and duly
executed Notice of Guaranteed Delivery, substantially in the form provided by
the Company (by mail, hand delivery, facsimile or overnight courier), setting
forth the name and address of the holder of Outstanding Notes and the amount of
Outstanding Notes tendered, stating that the tender is being made thereby and
guaranteeing that within three New York Stock Exchange ("NYSE") trading days
after the date of execution of the Notice of Guaranteed Delivery, a properly
completed and executed Letter of Transmittal or Agent's Message, as the case may
be, the certificates for all physically tendered Outstanding Notes, in proper
form for transfer, or a Book-Entry Confirmation, as the case may be, and any
other documents required by this Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent, and (iii) a properly completed and
executed Letter of Transmittal or Agent's Message, as the case may be, the
certificates for all physically tendered Outstanding Notes, in proper form for
transfer, or Book-Entry Confirmation, as the case may be, and any other
documents required by this Letter of Transmittal, are deposited by the Eligible
Institution within three NYSE trading days after the date of execution of the
Notice of Guaranteed Delivery.
The method of delivery of this Letter of Transmittal, the Outstanding Notes
and all other required documents is at the election and risk of the tendering
Holders, but delivery will be deemed made only upon actual receipt or
confirmation by the Exchange Agent. If Outstanding Notes are sent by mail, it is
suggested that the mailing be registered mail, properly insured, with return
receipt requested, and made sufficiently in advance of the Expiration Date to
permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on
the Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. Partial Tenders (not Applicable to Holders Who Tender By Book-Entry
Transfer).
If less than all of the Outstanding Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Outstanding Notes to be tendered in the box above
entitled "Description of Outstanding Notes -- Principal Amount Tendered." A
reissued certificate representing the balance of nontendered Outstanding Notes
will be sent to such tendering Holder, unless otherwise provided in the
appropriate box of this Letter of Transmittal, promptly after the Expiration
Date. See Instruction 4. All of the Outstanding Notes delivered to the Exchange
Agent will be deemed to have been tendered unless otherwise indicated.
-2-
3. Signatures On This Letter, Bond Powers and Endorsements, Guarantee Of
Signatures.
If this Letter of Transmittal is signed by the Holder of the Outstanding
Notes tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificates without any change whatsoever.
If any tendered Outstanding Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.
If any tendered Outstanding Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this letter as there are different registrations of
certificates.
When this Letter of Transmittal is signed by the Holder or Holders of the
Outstanding Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If however, the Exchange
Notes are to be issued, or any untendered Outstanding Notes are to be reissued,
to a person other than the Holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificates(s) must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the Holder
or Holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the Holder or Holders appear(s) on the
certificate(s) and signatures on such certificate(s) must be guaranteed by an
Eligible Institution.
If this Letter of Transmittal or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
ENDORSEMENTS ON CERTIFICATES FOR OUTSTANDING NOTES OR SIGNATURES ON BOND
POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FINANCIAL
INSTITUTION (INCLUDING MOST BANKS, SAVINGS AND LOAN ASSOCIATIONS AND BROKERAGE
HOUSES) THAT IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION
PROGRAM, THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM OR THE STOCK
EXCHANGES MEDALLION PROGRAM (EACH, AN "ELIGIBLE INSTITUTION").
SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE
INSTITUTION, PROVIDED THE OUTSTANDING NOTES ARE TENDERED: (I) BY A REGISTERED
HOLDER OF OUTSTANDING NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER,
INCLUDES ANY PARTICIPANT IN THE DTC SYSTEM WHOSE NAME APPEARS ON A SECURITY
POSITION LISTING AS THE HOLDER OF SUCH OUTSTANDING NOTES) WHO HAS NOT COMPLETED
THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY
INSTRUCTIONS" ON THIS LETTER OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.
4. Special Issuance and Delivery Instructions.
Tendering Holders of Outstanding Notes should indicate in the applicable
box the name and address to which Exchange Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Outstanding Notes not exchanged
are to be issued or sent, if different from the name or address of the person
signing this Letter of Transmittal. In the case of issuance in a different name,
the employer identification or social security number of the person named must
also be indicated. Holders tendering Outstanding Notes by book-entry transfer
may request that Outstanding Notes not exchanged be credited to such account
maintained at DTC as such Holder may designate hereon. If no such instructions
are given, such Outstanding Notes not exchanged will be returned to the name and
address of the person signing this Letter of Transmittal.
-3-
5. Transfer Taxes.
The Company will pay all transfer taxes, if any, applicable to the transfer
of Outstanding Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes and/or substitute Outstanding Notes not exchanged are to
be delivered to, or are to be registered or issued in the name of, any person
other than the Holder of the Outstanding Notes tendered hereby, or if tendered
Outstanding Notes are registered in the name of any person other than the person
signing this Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the transfer of Outstanding Notes to the Company or its order
pursuant to the Exchange Offer, the amount of any such transfer taxes (whether
imposed on the registered holder or any other persons) will be payable by the
tendering Holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed to such tendering Holder and the Exchange Agent will retain possession of
an amount of Exchange Notes with a face amount equal to the amount of such
transfer taxes due by such tendering Holder pending receipt by the Exchange
Agent of the amount of such taxes.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes specified in this
Letter of Transmittal.
6. Waiver of Conditions.
The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.
7. No Conditional Tenders.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Outstanding Notes, by execution of this
Letter of Transmittal, shall waive any right to receive notice of the acceptance
of their Outstanding Notes for exchange.
Although the Company intends to notify Holders of defects or irregularities
with respect to tenders of Outstanding Notes, neither the Company, the Exchange
Agent nor any other person shall incur any liability for failure to give any
such notice.
8. Mutilated, Lost, Stolen or Destroyed Outstanding Notes.
Any Holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.
9. Withdrawal of Tenders.
Tenders of Outstanding Notes may be withdrawn at any time prior to 5:00
P.M., New York City time, on the Expiration Date. For a withdrawal to be
effective, a written notice of withdrawal must be received by the Exchange Agent
at one of the addresses set forth above. Any such notice of withdrawal must
specify the name of the person having tendered the Outstanding Notes to be
withdrawn, identify the Outstanding Notes to be withdrawn (including the
principal amount of such Outstanding Notes), and (where certificates for
Outstanding Notes have been transmitted) specify the name in which such
Outstanding Notes are registered, if different from that of the withdrawing
Holder. If certificates for Outstanding Notes have been delivered or otherwise
identified to the Exchange Agent, then prior to the release of such certificates
the withdrawing Holder must also submit the serial numbers of the particular
certificates to be withdrawn and a signed notice of withdrawal with signatures
guaranteed by an Eligible Institution unless such Holder is an Eligible
Institution in which case such guarantee will not be required. If Outstanding
Notes have been tendered pursuant to the procedure for book-entry transfer
described above, any notice of withdrawal must specify the name and number of
the account at the book-entry transfer facility to be credited with the
withdrawn Outstanding Notes and otherwise comply with the procedures of such
facility. All questions as to the validity, form and eligibility (including time
of receipt) of such notices will be determined by the Company, whose
determination will be final and binding on all parties. Any Outstanding Notes so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer. Any Outstanding Notes which have been tendered
for exchange but which are not
-4-
exchanged for any reason will be returned to the Holder thereof without cost to
such Holder (or, in the case of Outstanding Notes tendered by book-entry
transfer into the Exchange Agent's account at the book-entry transfer facility
pursuant to the book-entry transfer procedures described above, such Outstanding
Notes will be credited to an account maintained with such book-entry transfer
facility for the Outstanding Notes) as soon as practicable after withdrawal,
rejection of tender or termination of the Exchange Offer. Properly withdrawn
Outstanding Notes may be retendered by following one of the procedures set forth
in "The Exchange Offer--Procedures for Tendering Outstanding Notes" section of
the Prospectus at any time on or prior to the Expiration Date.
10. Requests For Assistance or Additional Copies.
Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus, this Letter of Transmittal and other
related documents may be directed to the Exchange Agent at the address indicated
above.
-5-
IMPORTANT TAX INFORMATION
Under current United States federal income tax law, a prospective Holder of
Exchange Notes to be issued pursuant to the Special Issuance Instructions may be
subject to a backup withholding tax unless such prospective Holder of Exchange
Notes provides the Company (as payor) with its correct taxpayer identification
number ("TIN") on Substitute Form W-9 or otherwise establish a basis for
exemption from backup withholding. If a Holder of Exchange Notes is an
individual, the TIN is generally such holder's social security number. If the
Company is not provided with the correct taxpayer identification number, a
prospective Holder of Exchange Notes may be subject to a $50 penalty imposed by
the Internal Revenue Service. Accordingly, each prospective Holder of Exchange
Notes to be issued pursuant to the Special Issuance Instructions should complete
the attached Substitute Form W-9. The Substitute Form W-9 need not be completed
if the box entitled Special Issuance Instructions has not been completed.
Certain Holders of Exchange Notes (including, among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. Exempt prospective Holders of Exchange
Notes should indicate their exempt status on Substitute Form W-9. A foreign
individual may qualify as an exempt recipient by submitting to the Company,
through the Exchange Agent, a properly completed Internal Revenue Service Form
W-8 BEN or Form W-8 ECI (which the Exchange Agent will provide upon request)
signed under penalty of perjury, attesting to the Holder's exempt status. See
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional instructions.
If backup withholding applies, the Company is required to withhold 28% (31%
after 2010) of any payment made to the Holder of Exchange Notes or other payee.
Backup withholding is not an additional United States federal income tax.
Rather, the United States federal income tax liability of persons subject to
backup withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained provided the
required information is timely furnished to the Internal Revenue Service.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on any Exchange Notes delivered pursuant to
the Exchange Offer and any payments received in respect of the Exchange Notes,
each prospective Holder of Exchange Notes to be issued pursuant to Special
Issuance Instructions should provide the Company, through the Exchange Agent,
with either: (i) such prospective Holder's correct TIN by completing the form
below, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such prospective Holder is awaiting a TIN) and that (A) such prospective
Holder has not been notified by the Internal Revenue Service that he or she is
subject to backup withholding as a result of a failure to report all interest or
dividends or (B) the Internal Revenue Service has notified such prospective
Holder that he or she is no longer subject to backup withholding; or (ii) an
adequate basis for exemption.
A nonexempt Holder may check the box in Part 1 of the attached Substitute
Form W-9 if such Holder has not been issued a TIN and has applied for a TIN or
intends to apply for a TIN in the near future. If a nonexempt Holder checks the
box in Part 1, such Holder must also complete the attached Certificate of
Awaiting Taxpayer Identification Number. Notwithstanding that a Holder complies
with the foregoing, 28% of payments made to such Holder may be withheld until
such Holder provides its TIN.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The prospective Holder of Exchange Notes to be issued pursuant to Special
Issuance Instructions is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the prospective
record owner of the Exchange Notes. If the Exchange Notes will be held in more
than one name or are not held in the name of the actual owner, consult the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional guidance regarding which number to report.
TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE IMPORTANT TAX INFORMATION)
PAYOR'S NAME: THE BANK OF NEW YORK
- --------------------------------------- ------------------------------------- -------------------------------------
PART I--PLEASE PROVIDE YOUR TIN IN
THE BOX AT RIGHT OR INDICATE THAT TIN:_________________________________
YOU APPLIED FOR A TIN AND CERTIFY Social Security Number or
BY SIGNING AND DATING BELOW. Employer Identification Number
TIN Applied for / /
---------------------------------------------------------------------------
Substitute PART 2--CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
Form W-9 (1) The number shown on this form is my correct Taxpayer
Identification Number (or I am waiting for a number to be issued
Department of the Treasury to me);
Internal Revenue Service (2) I am not subject to backup withholding either because: (a) I am
exempt from backup withholding, or (b) I have not been notified by
the Internal Revenue Service (the "IRS") that I am subject to
Payor's Request for Taxpayer backup withholding as a result of a failure to report all interest
Identification Number ("TIN") or dividends, or (c) the IRS has notified me that I am no longer
and Certification subject to backup withholding; and
(3) any other information provided on this form is true and correct.
Signature:_____________________________ Date:________________________
- --------------------------------------- ---------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting of interest or dividends on your tax return and you have not been
notified by the IRS that you are no longer subject to backup withholding.
NOTE: FAILURE BY A PROSPECTIVE HOLDER OF EXCHANGE NOTES TO BE ISSUED PURSUANT
TO THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS
FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF THE EXCHANGE NOTES
DELIVERED TO YOU PURSUANT TO THE EXCHANGE OFFER AND ANY PAYMENTS
RECEIVED BY YOU IN RESPECT OF THE EXCHANGE NOTES. PLEASE REVIEW THE
ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 1 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of the exchange, 28% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
__________________________________ ___________________________________
Signature Date
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Proper Identification Number to Give the
Payer.--Social Security numbers have nine digits separated by two hyphens (i.e.,
000-00-0000). Employer identification numbers have nine digits separated by only
one hyphen (i.e., 00-0000000). The table below will help determine the number to
give the payer.
- --------------------------------- ------------------------------ ------------------------------- -------------------------------
Give the Give the EMPLOYER
For this type of account: SOCIAL SECURITY For this type of account: IDENTIFICATION
number of-- number of--
- --------------------------------- ------------------------------ ------------------------------- -------------------------------
1. An Individual's account The individual 9. A valid trust, estate, The legal entity (Do not
or pension trust furnish the identifying number
of the personal representative
or trustee unless the legal
entity itself is not designated
in the account title)(5)
2. Two or more individuals The actual owner of the 10. Corporate Account The corporation
(joint account) account or, if combined
funds, the first individual
on the account(1)
3. Husband and wife The actual owner of the 11. Religious, charitable, The organization
(joint account) account or, if joint funds, or educational
either person(1) organization
4. Custodian account of a The minor(2) 12. Partnership held in the The partnership
minor (Uniform Gift to name of the business
Minors Act)
5. Adult and minor The adult or, if the minor 13. Association, club or The organization
(joint account) is the only contributor, the other tax-exempt
the minor(1) organization
6. Account in the name of the The ward, minor, or 14. A broker or registered The broker or nominee
guardian or committee for incompetent person(3) nominee
a designated ward, minor,
or incompetent person
7. a.The usual revocable The grantor-trustee(1) 15. Account with the The public entity
savings trust account Department of
(grantor is also trustee) Agriculture in the name
of a public entity (such
b. So-called trust account The actual owner(1) as a state or local
that is not legal or valid government, school
trust under State law district or prison) that
receives agricultural
program payments
8. Sole proprietorship account The owner(4)
- --------------------------------- ------------------------------ ------------------------------- -------------------------------
(1) List first and circle the name of the person whose number you furnish. If
only one person on a joint account has a social security number, that
person's social security number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) Circle the ward's, minor's or incompetent person's name and furnish such
person's social security number.
(4) You must show your individual name, but you may also enter your business or
"DBA" name. You may use either your social security number or employer
identification number (if you have one).
(5) List first and circle the name of the legal trust, estate or pension trust.
NOTE: If no name is circled when there is more than one name listed, the number
will be considered to be that of the first name listed.
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
OBTAINING A NUMBER
If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number, or Form W-7, Application
for Individual Taxpayer Identification Number (for alien individuals not able to
get an SSN) at the local office of the Social Security Administration or the
Internal Revenue Service and apply for a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on certain payments include
the following:
o A corporation.
o A financial institution.
o An organization exempt from tax under section 501(a), an individual
retirement plan, or a custodial account under section 403(b)(7) if the
account satisfies the requirements of section 401(f)(2).
o The United States or any agency or instrumentality thereof.
o A State, the District of Columbia, a possession of the United States, or
any subdivision or instrumentality thereof.
o A foreign government, a political subdivision of a foreign government, or
any agency or instrumentality thereof.
o An international organization or any agency or instrumentality thereof.
o A dealer in securities or commodities required to register in the U.S., the
District of Columbia or a possession of the U.S.
o A real estate investment trust.
o A common trust fund operated by a bank under section 584(a).
o An exempt charitable remainder trust, or a non-exempt trust described in
section 4947.
o An entity registered at all times during the tax year under the Investment
Company Act of 1940.
o A middleman known in the investment community as a nominee or custodian.
o A foreign central bank of issue.
Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:
o Payments to nonresident aliens subject to withholding under section 1441 of
the Code.
o Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
o Payments of patronage dividends where the amount received is not paid in
money.
o Payments made by certain foreign organizations.
Payments of interest not generally subject to backup withholding include the
following:
o Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid
in the course of the payer's trade or business and you have not provided
your correct taxpayer identification number to the payer.
o Payments of tax exempt interest (including exempt-interest dividends under
section 852).
o Payments described in section 6049(b)(5) to nonresident aliens.
o Payments on tax-free covenant bonds under section 1451.
o Payments made by certain foreign organizations.
EXEMPT PAYEES DESCRIBED ABOVE MUST STILL COMPLETE THE SUBSTITUTE FORM W-9
ENCLOSED HEREWITH TO AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING. FILE THIS FORM
WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON
THE FACE OF THE FORM, AND RETURN IT TO THE PAYER. IF THE PAYMENTS ARE INTEREST,
DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO SIGN AND DATE THE FORM. IF YOU ARE A
NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE
WITH PAYER A COMPLETED INTERNAL REVENUE FORM W-8 (CERTIFICATE OF FOREIGN
STATUS).
Certain payments other than interest, dividends, and patronage dividends that
are not subject to information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6042, 6044, 6045, 6049, 6050A and 6050N.
Privacy Act Notice -- Section 6109 requires most recipients of dividend,
interest, or other payments to give taxpayer identification numbers to payers
who must report the payments to Internal Revenue Service. The Internal Revenue
Service uses the numbers for identification purposes and to help verify the
accuracy of tax returns. Payers must be given the numbers whether or not
recipients are required to file tax returns. Payers must generally withhold 28%
(31% after 2010) of the gross amount of interest, dividends, and certain other
payments to a payee who does not furnish a taxpayer identification number to a
payer. Certain penalties may also apply.
Penalties
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER -- If you fail
to furnish your taxpayer identification number to a payer, you are subject to a
penalty of $50 for each such failure unless your failure is due to reasonable
cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING -- If you
make a false statement with no reasonable basis which results in no imposition
of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION -- Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
(4) MISUSE OF TAXPAYER IDENTIFICATION NUMBERS -- If the requester discloses or
uses taxpayer identification numbers in violation of federal law, the requester
may be subject to civil and criminal penalties.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.
____________________
* Unless otherwise indicated, all section references are to the Internal
Revenue Code of 1986, as amended.
Exhibit 99.2
FORM OF
NOTICE OF GUARANTEED DELIVERY
VAIL RESORTS, INC.
OFFER TO EXCHANGE ITS 6 3/4% SENIOR SUBORDINATED NOTES DUE 2014,
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
FOR ANY AND ALL OF ITS ISSUED AND OUTSTANDING
6 3/4% SENIOR SUBORDINATED NOTES DUE 2014
PURSUANT TO THE PROSPECTUS, DATED [ ], 2004
- --------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ], 2004,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------
As set forth in the Prospectus dated [ ], 2004 (the "Prospectus") under the
caption "The Exchange Offer -- Guaranteed Delivery Procedures" and the
accompanying Letter of Transmittal (the "Letter of Transmittal") and Instruction
1 thereto, this form, or one substantially equivalent hereto, must be used to
accept the Exchange Offer if certificates representing the 6 3/4% Senior
Subordinated Notes due 2014 (the "Outstanding Notes") of Vail Resorts, Inc., a
Delaware corporation (the "Company"), are not immediately available or if the
procedure for book-entry transfer cannot be completed on a timely basis or time
will not permit a Holder's certificates or other required documents to reach the
Exchange Agent on or prior to the Expiration Date. Such form may be delivered by
hand, facsimile transmission, overnight courier or mail to the Exchange Agent
and must include a guarantee by an Eligible Institution unless such form is
submitted on behalf of an Eligible Institution. Capitalized terms used and not
defined herein have the respective meanings ascribed to them in the Prospectus.
The Exchange Agent is
THE BANK OF NEW YORK
The Bank of New York
Corporate Trust Operations
Reorganization Unit
101 Barclay Street - 7 East
New York, NY 10286
Attention: Giselle Guadalupe
By Facsimile:
(212) 298-1915
Confirm by Telephone:
(212) 815-6331
Delivery of this instrument to an address other than as set forth above, or
transmission of instructions other than as set forth above, will not constitute
a valid delivery.
This form is not to be used to guarantee signatures. If a signature on a
Letter of Transmittal is required to be guaranteed by an "Eligible Institution"
under the instructions thereto, such signature guarantee must appear in the
applicable space provided in the signature box on the Letter of Transmittal.
Ladies & Gentlemen:
Upon the terms and subject to the conditions set forth in the Prospectus
and the accompanying Letter of Transmittal, receipt of which is hereby
acknowledged, the undersigned hereby tenders to Vail Resorts, Inc., a Delaware
corporation (the "Company"), $__________ principal amount of Outstanding Notes,
pursuant to the guaranteed delivery procedures set forth in the Prospectus and
accompanying Letter of Transmittal.
Certificate Numbers of Outstanding Notes Principal Amount Tendered
(if available)
- ---------------------------------------- ---------------------------------------
- ---------------------------------------- ---------------------------------------
- ---------------------------------------- ---------------------------------------
If Outstanding Notes will be tendered by book-entry transfer to The
Depositary Trust Company ("DTC"), provide account number.
Account No._______________________________
The undersigned authorizes the Exchange Agent to deliver this Notice of
Guaranteed Delivery to the Company and the Bank Of New York, as Trustee with
respect to the Outstanding Notes tendered pursuant to the Exchange Offer.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
SIGN HERE
- --------------------------------------------------------------------------------
Signature(s) of Registered Holder(s) or Authorized Signatory
- --------------------------------------------------------------------------------
Name(s) of Registered Holder(s)
(Please Type or Print)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Address
- --------------------------------------------------------------------------------
Zip Code
- --------------------------------------------------------------------------------
Area code and Telephone Number
- --------------------------------------------------------------------------------
Dated:_______________________________________________________________, 2004
GUARANTEE
(Not to be Used for Signature Guarantees)
The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., or a commercial bank
or trust company having an office in the United States, hereby (a) represents
that the above-named person(s) has a net long position in the Outstanding Notes
tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange
Act of 1934, as amended, (b) represents that such tender of Outstanding Notes
complies with Rule 14e-4 and (c) guarantees delivery to the Exchange Agent of
certificates representing the Outstanding Notes tendered hereby, in proper form
for transfer, or confirmation of book-entry transfer of such Outstanding Notes
into the Exchange Agent's account at DTC, with a properly completed and duly
executed Agent's Message or Letter of Transmittal, as the case may be, with any
required signature guarantees and any other documents required by the Letter of
Transmittal, within three New York Stock Exchange trading days after the
execution date hereof.
- -------------------------------------- -----------------------------------------
Name of Firm Title
- -------------------------------------- -----------------------------------------
Authorized Signature Name (Please Type or Print)
Dated:___________________________________
- -------------------------------------- , 2004
Address
- --------------------------------------
Area Code and Telephone Number
NOTE: DO NOT SEND CERTIFICATES REPRESENTING OUTSTANDING NOTES WITH THIS FORM.
CERTIFICATES FOR OUTSTANDING NOTES MUST BE SENT WITH YOUR LETTER OF TRANSMITTAL.
